**Exhibit 10.10**

 

**CONVERTIBLE PROMISSORY NOTE$1,200,000 PLUS INTEREST DUE & PAYABLEDOCUMENT B-02152008**

 

THISNOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THIS NOTE AND THE SHARESISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTOR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

 

FORVALUE RECEIVED, on theEffective Date, as defined below,**Advanced Cell Technology Inc.** asObligor (“Borrower,” or “Obligor”), hereby promises to pay to the Lender (“Lender”or “ Holder”), as defined below, the Principal Sum, as defined below, alongwith the Interest Rate, as defined below, according to the terms herein

 
| The  “Effective Date” shall be;                                                                                                                               |   | February 15,  2008                                                                                                                                                                                                                                                                          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Lender” shall be:                                                                                                                                       |   | JMJ  Financial / Its Principal, or Its Assignees                                                                                                                                                                                                                                                 |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Principal Sum” shall be:                                                                                                                                |   | $1,200,000  (one million two hundred thousand) US Dollars or so much as may be paid  towards the balance of Document  C-02152008; Subject to the following; accrued, unpaid interest shall be added  to the Principal Sum.                                                                       |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Consideration” shall be:                                                                                                                                |   | $1,000,000  (one million) dollars in the form of the Secured & Collateralized Promissory  Note Document C-02152008 (including Security & Collateral  Agreement).                                                                                                               |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Interest Rate” shall be:                                                                                                                                |   | 10%  one-time interest charge on the Principal Sum.  No interest or principal payments are  required until the Maturity Date, but both principal and interest may be  included in conversion prior to maturity date.                                                                        |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Conversion Price” shall be the following price:                                                                                                         |   | As  applied to the Conversion Formula set forth in 22, the lesser of (a) $0  38 or (b) 80% (eighty  percent) of the average of the 3 (three) lowest trade prices in the 20 trading days previous to the conversion; as  applies to Advanced Cell  Technology Inc. voting common stock. |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Maturity Date” is the date upon which the Principal Sum of this Note, as  well as any unpaid interest shall be due and payable, and that date shall be: |   | February 15,  2010                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                    |   |                                                                                                                                                                                                                                                                                             |
| The  “Prepayment Terms” shall  be:                                                                                                                            |   | See  Section 1.2                                                                                                                                                                                                                                                                            |

 

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**ARTICLE 1 PAYMENT-RELATEDPROVISIONS**

 

1.1. Interest Rate. Subject to the Holder’s right to convert, interestpayable on this Note will accrue interest at the Interest Rate and shall beapplied to the Principal Sum.

 

1.2. Prepayment Terms. Prepayment is permitted asset forth under the follow options. For the first 150 days after the EffectiveDate, the maximum prepayment amount is $500,000 as set forth below. From andafter the 150th day from the Effective Date, prepayment may be madein full as set forth below.

 

(a) Prepayment By Cash or Other Negotiated Form. Prepayment ispermitted at any time by payment in the form of either of the following: (1) cash,or (2) other negotiated form of payment mutually agreed to in writing. Inthis event, the original issue discount of $200,000 and the one-time interestcharge of $60,000 will be struck from the principal balance of this Note.

 

(b) Prepayment By Surrender of Document C-02152008. Prepayment ispermitted by surrender of the Secured & Collatetalized Promissory NoteDocument C-02152008, as set forth below.

 

(i)    Prior to Holder MakingPayments To Document C-02152008, Prepayment by surrender of Document C-02152008 ispermitted at any time prior to Holder making payment towards the outstandingbalance of Document C-02152008. In this event, this Document B-02152008original issue discount of $200,000 and the one-time interest charge of $60,000will be struck from the principal balance of this Note Document B-02152008.Concurrently, all interest charges and all other charges will be struck fromDocument C-02152008.

 

(ii)   After Holder MakingPayments To Document C-02152008. Prepayment by surrender of Document C-02152008is permitted at any time after Holder making payment towards the outstandingbalance of Document C-02152008. In this event, the remaining original issuediscount premium (OIDP) will be proportionately adjusted for**this Document B-02152008 at the rate of 20%, and the remaining one-timeinterest charge will be proportionately adjusted at the rate of 10%. Theremaining balance is payable in cash or convertible into stock as set forth inthis agreement. This prepayment scenario is demonstrated in the attachedPrepayment Adjustment Example.

 

**ARTICLE 2 CONVERSION RIGHTS**

** **

The Holder will have the right to convert thePrincipal Sum and accrued interest under this Note into Shares of the Borrower’sCommon Stock as set forth below.

 

2.1 Conversion Rights and Cashless Exercise.  Subject to the terms set forth in Section 2.7,the Holder will have the right at its election from and after the EffectiveDate, and then at any time, to convert all or part of the outstanding andunpaid Principal Sum and accrued interest into shares of fully paid andnonassessable shares of common stock of Advanced Cell Technology Inc. (as suchstock exists on the date of issuance of this Note, or any shares of capitalstock of Advanced Cell Technology Inc.  into which such stock is hereafter changed or

 

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reclassified,the “Common Stock”) as per the Conversion Formula set forth in Section 2.2.Any such conversion shall be cashless, and shall not require further paymentfrom Holder. Unless otherwise agreed in writing by both the Borrower and theHolder, at no time will the Holder convert any amount of the Note into commonstock that would result in the Holder owning more than 4.99% of the commonstock outstanding of Advanced Cell Technology Inc. Shares from any such conversionwill be delivered to Holder within 2 (two) business days of conversion noticedelivery (see 3.1) via 10:30am priority overnight delivery service (see Section 2.6)

 

2.2.Conversion Formula. The number of shares issued through conversion is the conversionamount divided by the conversion price.

 

#Shares = ConversionAmount

ConversionPrice

 

2.3This Section 2.3 intentionally left blank.

 

2.4.Adjustment Upon Dilutive Offers, Agreements, or Sales. If the Borrower, at anytime while this Note is outstanding, enters into an agreement under which itissues or agrees to issue either its common stock, options, or warrants topurchase or convert to its common stock at a price or exercise price orconversion price (a “Subsequent Share Price”), as the case may be, that is less than the conversion price or subsequent conversion formularesult set forth in Section 2.2, then the conversion price set forth in Section 2.2.shall be automatically adjusted to equal the Subsequent Share Price.Circumstances that are exempt from adjustment as set forth in this Section 2.4 include:

 

(a) options to employees, officers, directors or consultants pursuantto any stock or option plan currently in effect or hereafter duly adopted by amajority of the non-employee members of the board of directors of the Borroweror a majority of the members of a committee of non-employee directorsestablished for such purpose, provided that the exercise price of such optionsshall not be less than the Conversion Price on the trading day immediatelyprior to the grant of such option,

 

(b) securities issued upon the exercise or conversion of anysecurities, convertible securities, options or warrants issued and outstandingon the date of this Note, or any agreements to issue the same in existence asof the date of this Note, and

 

(c) securities issued pursuant to acquisitions or strategictransactions, provided any such issuance shall only be made in connection witha transaction involving a person or entity which is, itself or through itssubsidiaries, an operating company in a business synergistic with the businessof the Borrower and in which the Borrower receives benefits in addition to theinvestment of funds, but shall not include a transaction in which the Borrower is issuing securities primarily for the purpose ofraising capital or to an entity whose primary business is investing insecurities.

 

2.5Reservation of Shares. As of the issuance dateof this Note and for the remaining periodduring which the conversion right exists, the Borrower will reserve from itsauthorized and unissued Common Stock a sufficient number of shares to providefor the issuance of

 

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CommonStock upon the full conversion of this Note. The Borrower represents that uponissuance, such shares will be duly and validly issued, fully paid andnon-assessable.  The Borrower agrees thatits issuance of this Note constitutes full authority to its officers, agentsand transfer agents who are charged with the duty of executing and issuingstock certificates to execute and issue the necessary certificates for sharesof Common Stock upon the conversion of this Note.

 

2.6.Delivery of Conversion Shares. Shares from any such conversion will bedelivered to Holder within 2 (two) business days of conversion notice delivery(see 3.1) via 10:30am priority overnight delivery service (see “Share Delivery”attachment). If those shares are not delivered in accordance with this timeframestated in this Section 2.6, at any time for any reason prior to offeringthose shares for sale in**a private transaction or in the public marketthrough its broker, Holder may rescind that particular conversion to have theconversion amount returned to the note balance with the conversion sharesreturned to the Borrower.

 

2.7.Discharge By Payment. Conversions under this Convertible Promissory Note Document B-02152008 are available only afterthe Conversion Amount described herein is discharged by payment of equal orgreater value from the Secured & Collateralized Promissory NoteDocument C-02152008 by either, at the Holder’s choice, cash payment, orsurrender of security/collateral, or other negotiated form of payment mutuallyagreed to in writing.

 

**ARTICLE3 MISCELLANEOUS**

 

3.1.Notices. Any notice required or permitted hereunder must be in writing andeither personally served, sent by facsimile or email transmission, or sent byovernight courier. Notices will be deemed effectively delivered at the time oftransmission if by facsimile or email, and if by overnight courier the businessday after such notice is deposited with the courier service for delivery.

 

3.2.Amendment Provision. The term “Note” and all reference thereto, as usedthroughout this instrument, means this instrument as originally executed, or iflater amended or supplemented, then as so amended or supplemented.

 

3.3.Assignability. This Note will be binding upon the Borrower and its successorsand permitted assigns, and will inure to the benefit of the Holder and itssuccessors and permitted assigns, and may be assigned by the Holder.

 

3.4.Governing Law. This Note will be governed by, and construed and enforced in accordance, with the laws**of the State of Florida, without regard tothe conflict of laws principles thereof.

 

3.5.Maximum Payments. Nothing contained herein may be deemed to establish orrequire the payment of a rate of interest or other charges in excess of themaximum permitted by applicable law. In the event that the rate of interestrequired to be paid or other charges hereunder exceed the maximum permitted bysuch law, any payments in excess of such maximum will be credited againstamounts owed by the Borrower to the Holder and thus refunded to the Borrower.

 

3.6.Attorney Fees. In the event any attorney is employed by either party to thisNote with regard to any legal or equitable action, arbitration or otherproceeding brought by such party for

 

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theenforcement of this Note or because of an alleged dispute, breach, default ormisrepresentation in connection with any of the provisions of this Note, theprevailing party in such proceeding will be entitled to recover from the otherparty reasonable attorneys’ fees and other costs and expenses incurred, inaddition to any other relief to which the prevailing party may be entitled.

 

3.7.No Public Announcement. Except as required by applicable securities law, nopublic announcement may be made regarding this Note, payments, or conversionswithout written permission by both Borrower and Holder.

 

3.8.Opinion of Counsel. In the event that an opinion of counsel is needed for anymatter related to this Note, Holder has the right to have any such opinionprovided by its counsel. Holder also has the right to have any such opinionprovided by Borrower’s counsel.

 

3.9.Effective Date. This Note will become effective only upon occurrence of thethree following events: the Effective Date of February 15, 2008 has beenreached, execution by both parties, and delivery of valid payment by the Lenderin the form of the Secured & Collateralized Promissory Note DocumentC-02152008 (including Security & Collateral Agreement)..

 

3.10.Director’s Resolution. Once effective, Borrower will execute and deliver toHolder a copy of a Board of Director’s resolution resolving that this note isvalidly issued, paid, and effective.

 

3.11.Use of Proceeds. As further described, promised, and agreed in the attached Useof Proceeds Agreement, Borrower promises that use of the funds will not gotowards stem cell research or development related to embryonic stem cells inany manner, and that 100% of the use of proceeds is to go the company’s adultstem cell research and development of the Mytogen program. Borrower understandsthat Holder has entered into this transaction in reliance upon that promise,understanding, and use of proceeds as memorialized in the attached Use ofProceeds Agreement.

 

3.12.Adjustment of Conversion Price. In the event that Borrower enters into anadditional financing agreement with another investor subsequent to the closingof this transaction, Borrower may adjust the Conversion Price percentage setforth herein as to satisfy the terms of any future financing transaction. Inthe event of such adjustment, as shown in the Adjustment of Conversion PriceExample attachment, Borrower will make a one-time cash payment to Holder at thetime of adjustment for the dollar difference that would result in the ConversionPrice percentage adjustment.

 
| BORROWER[S]: | LENDER/HOLDER: | NOTARY PUBLIC-STATE OF FLORIDA          |
|--------------|----------------|-----------------------------------------|
|         |           |                                         | Christie Barrocas    |
|         |           | Commission # DD735899                   |
|         |           | Expires:  Nov. 19, 2011            |
|         |           | BONDED  THRU-ATLANTIC BONDING CO., INC. |

 

 

* *

| /s/  William M. Caldwell, IV   |    | /s/  Justin Keener             |
|--------------------------------|---------|--------------------------------|
| William  Caldwell              |    | JMJ  Financial / Its Principal |   |
| Chairman &  CEO       |    |                           |
| Advanced  Cell Technology Inc. |    |                           |
|                           |    |                           |
| Dated:                         | 2/14/08 |                           | Dated: | 2/14/08 |
|                                |         |                                |  |  |  |

 

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**AMENDMENTMARCH 17, 2007**

CONVERTIBLE PROMISSORY NOTE$1,200,000 PLUS INTEREST DUE & PAYABLEDOCUMENT B-02152008 EXECUTED 2/14/08

 

TheConvertible Promissory Note by and between Advanced Cell Technology Inc. andJMJ Financial, duly executed on February 14, 2008, is hereby amended asfollows.

 

Section 1.2Prepayment Terms. Prepayment is permitted as set forth under the followoptions. For the first 270 days after the Effective Date, the maximumprepayment amount is $300,000 as set forth below. From and after the 270thday from the Effective Date, prepayment may be made in full as set forth below.

 

Theeffective date of this amendment is March 17, 2008.

 

ALLOTHER TERMS AND CONDITIONS OF THE ORIGINAL CONVERTIBLE PROMISSORY NOTE DOCUMENTB-02152008 REMAIN IN FULL FORCE AND EFFECT.

 

Pleaseindicated acceptance and approval of this amendment by signing below:

 

 

| /s/  William M. Caldwell, IV   |   | /s/  Justin Keener           |
|--------------------------------|--------|------------------------------|
| William  Caldwell              |   | JMJ  Financial/Its Principal |
| Chairman &  CEO       |   |                         |
| Advanced  Cell Technology Inc. |   |                         |

 

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